Virginia LLC Articles of Organization: Everything to Know
Filing the Virginia LLC Articles of Organization is necessary when forming a limited liability company.3 min read
Updated November 23, 2020:
Name Your LLC
The most essential and first step to take when forming an LLC is to research the name that will be used. It should be something that makes sense with what the business is about and should be able to be searched easily by clients. The name must contain the words “LLC,” “L.L.C.” or “Limited Liability Company.” Certain words are restricted, such as “university,” “bank,” or “attorney” and additional paperwork will be necessary if the business wants to use these. The business may also need a licensed professional to be part of the LLC.
Some words are not allowed at all, as they could easily confuse the LLC's name with a state or federal agency such as the Secret Service, FBI, or Treasury. The name should be checked to make sure it hasn't been taken in Virginia. The company should also check that the domain name is available and buy it immediately so no one else can obtain it. This should be done even if the business doesn't plan on using it right away.
The limited liability company's name can be reserved for up to 120 days by filing the Renewal of Reservation of a Business Entity Name or the Application for Reservation. These should be sent by mail to the Commonwealth of Virginia State Corporation Commission. The fee to file this is $10.
Choose a Registered Agent
It's necessary to elect a registered agent for any LLC in Virginia. This is a business or person who decides to send or receive any legal papers on the LLC's behalf. These papers include any state fill-ins and in the case that the LLC is sued, service of process of legal action. The following people can be elected as the registered agent:
- Manager or member of the LLC
- Director of a corporation or officer that's a member of the LLC
- General partner of a limited or general partnership that's a member of the LLC
- Trustee that's a member of the LLC
- Member of the Virginia State Bar
- Corporation that's been authorized to conduct business in the state
File the Articles of Organization
In the state of Virginia, a document called Articles of Organization needs to be filed with the state to register the LLC. This can be done through the mail as well as online. When this is filed, the LLC needs to decide if it wants to be manager-managed or member-managed. The Articles of Organization should have the registered agent's full name and address, the name, address, and city where the LLC operates, and the name, number, signature, and date of the organizer.
Create an Operating Agreement
Virginia does not require limited liability companies to have an operating agreement, but it's smart to have one anyway. This is a legal document that defines the operating procedures and ownership are of the LLC. These documents are considered governing documents.
Obtain an EIN
An EIN, or Employer Identification Number, will be needed to file federal and state taxes, so this should be applied for through the IRS. Businesses will also need this to open a business bank account.
Register for Virginia State Tax
An LLC with employees will need to register for the Unemployment Insurance Tax and State Income Tax Withholding on its employees' behalf. If the company sells taxable services or goods in the state, it will need to register for the state's sales and use tax.
The LLC should also get its accounting in order from the beginning. This will make it easier to file taxes every year and keep track of expenses, income, and bills. The software can simplify this, so the company should look into one that will make its accounting easier. The program can sync the accounting with the bank, match transactions to bills, purchase orders, and invoices, and can even be accessed via phone. Even if the LLC hires an accountant, it's not a bad idea to buy the software.
If you need help with a Washington State LLC license, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.